To: Mohan Marette who wrote (3917 ) 3/25/1999 9:22:00 AM From: Mohan Marette Respond to of 12475
Credit Lyonnais to underwrite DSQ Software offering:---> (talks with Golman Sachs and American Isurance Group called off) M Anand in Chennai DSQ Software Ltd has called off its talks with Goldman Sachs and American Insurance Group (AIG) for a private placement of about 8.5 million equity shares. The city-based company will instead make a preferential allotment of 4.5 million shares to other institutional investors with Credit Lyonnais Securities Asia underwriting the entire issue. "The proposed private placement of shares with Goldman Sachs and AIG has been called off," a highly placed company official said. "Credit Lyonnais is likely to underwrite the entire private placement," the official added. The number of shares to be placed had to be scaled down because the shares will now be issued at market price, the DSQ official said. News that the deal had fallen through led to the DSQ Software touching the lower end of the circuit filter. The stock fell by eight per cent on the National Stock Exchange to close at Rs 582 against Tuesday's closing price of Rs 633.50. "There were no buyers for the scrip, only sellers," a Chennai-based NSE broker said. The investors led by Goldman Sachs had wanted some last minute modifications to the escrow mechanism through which the existing promoters' voting rights were to have been transferred to the new investors. "These modifications were not acceptable to the existing promoters. The placement of equity has therefore been called off," the company official said. The talks failed because Goldman Sachs was insisting on voting rights over 51 per cent of DSQ's equity and not because of any dispute over the pricing, he added. "We had earlier agreed to Goldman's proposal (on control over voting rights) but Goldman kept adding new conditions to the deal," he said. This marks the end of long negotiations that have been going on for quite some time now between the existing promoters led by Dinesh Dalmia and the new investors. Company officials however denied that the entire private placement has been called off. "Only the talks with Goldman Sachs and AIG have been called off. We are still talking to other FIIs," a senior company official said. "Besides Credit Lyonnais, another investment banker has also shown interest in the placement," the official said. DSQ Software is, however, running out of time to complete the private placement as the shareholders' approval for the placement is valid only till April 4, 1999. DSQ officials said they hoped to clinch the deal by then. DSQ had obtained shareholders' approval for a private placement or preferential allotment of 85 lakh shares with foreign institutional investors, mutual funds, foreign equity funds etc on January, 5, 1999. According to Securities and Exchange Board of India guidelines, the shares have to be placed at a minimum price of Rs 248 per share within three months. The extraordinary general meeting had also cleared an increase in the authorised capital of the company to Rs 50 crore from the current level of Rs 25 crore. The funds raised from the private placement will be used to retire the company's borrowings aggregating Rs 110 crore. The move to pre-pay debt is expected to result in an interest saving of about Rs 25 crore per annum.